MONTREAL, Sept. 10 /CNW Telbec/ - Vitus Investments III Private Limited
("Vitus") announces that it has acquired ownership of 21,621,621 common shares
of Bellus Health Inc. ("Bellus"), at $0.185 per share, representing
approximately 20.3% of the outstanding common shares of Bellus. Vitus acquired
the common shares in connection with a rights offering (the "Rights Offering")
to holders of Bellus' common shares. In connection with the Rights Offering,
Vitus entered into a standby purchase agreement (the "Standby Agreement") with
Bellus, pursuant to which Vitus agreed to purchase such common shares that
were not otherwise purchased under the Rights Offering for a maximum
subscription price of $4,000,000. Bellus entered into a substantially
equivalent agreement with Victoria Square Ventures Inc.
All of the shares in the capital of Vitus are owned by Vitus I
Investments Limited ("VIL"), and all of the shares in the capital of VIL are
owned by Mr. Carlo Bellini. Pursuant to applicable securities legislation, Mr.
Carlo Bellini and VIL are deemed to be joint actors of Vitus. For reporting
purposes and under the Early Warning System, VIL and Carlo Bellini are obliged
to include the holdings of Vitus in determining their ownership of the
securities of Bellus.
After completion of the transaction described above, Vitus currently
owns, and VIL and ultimately Mr. Carlo Bellini contol, 21,621,621 common
shares of Bellus, representing approximately 20.3% of the outstanding common
shares of Bellus and $10,307,500 principal amount of senior convertible notes
of Bellus (the "Senior Notes").
If the Senior Notes and all interest payable in respect thereof are
converted at their current conversion prices, Vitus would own, and VIL and
ultimately Mr. Carlo Bellini control, an aggregate of 133,686,833 common
shares of Bellus, representing approximately 61.1% of the outstanding common
shares of Bellus, before giving effect to any common shares of Bellus issuable
upon conversion or exercise of all other outstanding convertible securities of
Bellus.
If all of the other outstanding convertible notes of Bellus, Series A 6%
Cumulative Convertible Preferred Shares of Bellus, the interest and dividends
payable thereon and certain other obligations of Bellus, are converted on the
same basis as above, Vitus would own, and VIL and ultimately Mr. Carlo Bellini
control, approximately 21.9% of the outstanding common shares of Bellus.
Mr. Carlo Bellini already has direct beneficial ownership of 64,200
common shares of Bellus, representing approximately 0.1% of the outstanding
common shares of Bellus. When including the holdings of Vitus for reporting
purposes, his ownership and deemed ownership of common shares of Bellus would
be greater than Vitus's holdings by 0.03% upon conversion of all the Senior
Notes.
The common shares mentioned above were acquired for investment purposes.
This press release does not constitute an admission that VIL and Carlo Bellini
in fact act jointly or in concert with Vitus with respect to the acquisition
or disposition of securities of Bellus. In accordance with applicable
securities laws and depending on market conditions and other relevant factors,
all of them may make additional investments in or dispositions of securities
of Bellus, including additional purchases of common shares of Bellus.
%SEDAR: 00012022EF